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Website Terms and Conditions of Use

These are the terms and conditions ("Terms") of use of the secure section of the www.smiffys.com Multimedia Management Centre ("MMC"). Your attention is drawn to the important information at clauses 2, 3 and 4.

1.&nbsp&nbsp&nbsp Introduction

1.1&nbsp The MMC is operated by R. H. Smith & Sons Wigmakers Limited ("Smiffy’s") and may only be used by persons authorised by Smiffy's ("Members").

1.2 &nbsp Members' use of the MMC and of any images, sounds, videos, data or other information made available within it ("Media") shall be subject to these Terms and by using the MMC Members agree to be bound by them.

1.3 &nbsp Smiffy's reserves the right to change these Terms from time to time by changing them on the MMC (effective immediately on publication). These Terms were last updated on 2009.

2.&nbsp&nbsp&nbsp License to use Media

2.1 &nbsp Smiffy's grants to each Member a non-exclusive, limited, non-transferable, royalty-free, revocable, non-sublicensable license (the "Licence") to use and copy:

(a) Smiffy's Media (which means any image, audio or video material in any electronic format which is made available to Members via the MMC, other than Licensed Character Media); and

(b) Licensed Character Media (which means any image, audio or video material in any electronic format which depicts characters, logos, costumes and/or other material from a well-known film, television programme, book and/or other creative work and which is made available to Members via the MMC)

provided that such use must always be in accordance with the Permitted Uses only and is subject to the Restrictions. For the use of Licensed Character Media, Members' attention is drawn to clause 3 below.

2.2 &nbsp The Permitted Uses are

Use

Permitted Use for Smiffy's Media?

Permitted Use for Licensed Character Media?

(a)

Reproduction in electronic format on websites owned or operated by a Member

Yes

Yes (subject to clause 3 below)

(b)

Reproduction in electronic or printed format for display within physical retail premises within the United Kingdom, the European Union or the United States of America owned or operated by a Member

Yes

No

(c)

Reproduction in electronic or printed format in promotional sales literature (including catalogues, leaflets and email messages but excluding above-the-line advertising communications) issued or made available within the United Kingdom, the European Union or the United States of America by a Member

Yes

No

In each case, the use must be for the purpose of promoting the sale of Smiffy's products (whether or not in combination with other products).

2.3 &nbsp The Restrictions are that Members shall not:

(a) alter, modify, adapt, manipulate, enhance, add to or delete part of any Media without the prior written consent of Smiffy's, other than:

(i) 'clipping' (removing detail from the Media other than the image of the model and any product featured in the Media);

(ii) the inclusion of photographic Media in a collage format with other images; and

(iii) resizing Media in order to meet technical specifications;

(In the absence of such consent, all Media must be used in the original and unchanged form in which it is made available within the MMC);

(b) use any Media for any illegal or immoral purpose or in any way which is obscene, indecent, vulgar, unsavoury or defamatory or to illustrate sensitive social subjects (such as health, crime, sexual preferences or drug abuse) or which could harm or compromise the name, reputation or goodwill of Smiffy's or which could give the impression that any person(s) depicted in the Media is/are endorsing a certain product or a service; and

(c) without the prior written consent of Smiffy's, permit any Media acquired from the MMC to be used, reproduced, published or distributed by anyone else (whether for payment or otherwise).

3.&nbsp&nbsp&nbsp Additional conditions for use of Licensed Character Media

Each download of Licensed Character Media is accompanied by a document (usually in Microsoft Excel format) (the "Download Summary") which contains important information about the Media being downloaded. Members must use the Download Summary to comply with clauses 3.1 and 3.2 below.

3.1 &nbsp Any use of Licensed Character Media by a Member is subject to any additional terms which are supplied automatically at the time of download from the MMC. The document containing these terms is typically identified in the Download Summary in the column named 'Copyright Document Name' .

3.2 &nbsp Any use of Licensed Character Media by a Member must be accompanied by:

(a) The words 'Official Licensed Product'; and

(b) The relevant rights acknowledgment text (typically included in the Download Summary in the column named 'Copyright Text' or, failing that, available on request from Smiffy's).

4.&nbsp&nbsp&nbsp Indemnity

Each Member shall, on demand, indemnify Smiffy's against all losses, liabilities, damages, claims, costs and expenses which Smiffy's may suffer or incur howsoever arising or resulting from any reproduction, publication, distribution or other use by any party (other than as permitted by these Terms) of any Media acquired by or on behalf of the Member.

5.&nbsp&nbsp&nbsp Smiffy's intellectual property

5.1&nbsp Except as expressly set out in these Terms, nothing in these Terms gives Members any rights in respect of any intellectual property rights in any Media. Members shall not assert or attempt to obtain any such rights.

5.2&nbsp A Member may use the word mark 'SMIFFY'S' (including in its stylised form) in its retail and marketing activities in order, and to the extent reasonably necessary, to identify Smiffy's as the supplier of the Smiffy's products sold and/or promoted by that Member.

6.&nbsp&nbsp&nbsp Assignment and sublicensing

6.1&nbsp A Member may not, without Smiffy's written consent, legally or equitably dispose or attempt to dispose (including by sale, assignment, gift, transfer, charge or sub-licence) of any of its rights or obligations under or in connection with this agreement, nor sub-contract any of its obligations under this agreement.

6.2&nbsp Smiffy's may at any time assign, transfer, charge or deal in any other manner with any of its rights under this agreement, or sub-contract any or all of its obligations under it.

7.&nbsp&nbsp&nbsp Membership

7.1&nbsp Membership of the MMC ("Membership") is open only to Trade Customers. A Trade Customer is a person or incorporated entity, partnership or association to whom Smiffy's has allocated an account code. Trade Customers should apply for Membership via http://mmc.smiffys.com by supplying their account code and contact details and specifying a user name, password and security question ("Credentials"). Trade Customers must accept these Terms as part of the application process. Notification of grant of Membership will be by email to the address supplied during the application process.

7.2&nbsp Where the Smiffy's account code used for registration is allocated to a Trade Customer which is an incorporated entity, partnership or association, the acceptance of these Terms by an individual acting on behalf of such Trade Customer shall bind the Trade Customer.

7.3 &nbsp Smiffy's reserves the right to decline to grant Membership to any person. Membership is non-transferable.

7.4&nbsp A Member is responsible for maintaining the secrecy of its Credentials and must not permit others to use them to access the MMC. A Member is responsible for any use of the MMC or Media made by a third party using the Member's Credentials, with or without the Member's permission. A Member must notify Smiffy's immediately of any unauthorised use or other security breach of which the Member becomes aware. Smiffy's reserves the right to withdraw Membership, at any time, if in its opinion the Member has failed to comply with any of these Terms or if any details the Member provides for the purposes of Membership prove to be false.

8.&nbsp&nbsp&nbsp Term, termination and consequences of termination

8.1&nbsp Subject to clause 8.2 below, these Terms shall apply to a Member from the date on which Membership is granted by Smiffy's and shall continue to apply indefinitely.

8.2&nbsp These Terms shall cease to apply to a Member ("Termination"):

(a) immediately in the event the Member materially breaches these Terms;

(b) immediately in the event there is a change of the person(s) owning or controlling the Member (where applicable);

(c) immediately in the event the Member ceases to be a Trade Customer for whatever reason (for example the Member's Smiffy's account code is cancelled or withdrawn); or

(d) 30 days after written notice of termination from Smiffy's for any reason.

8.3 &nbsp Upon Termination (however it arises):

(a) the Licence granted under these Terms in favour of the Member shall terminate and the Member shall immediately cease use of and shall not use in the future any of the Media;

(b) the Member shall immediately destroy all existing copies of the Media and remove all Media from existing materials in its possession or control; and

(c) the Member's access to the MMC shall be withdrawn.

9.&nbsp&nbsp&nbsp Disclaimer

9.1&nbsp Use of any Media shall be entirely at Members' own risk. Smiffy's gives no warranty as to the accuracy, correctness, reliability, quality or originality of any Media or anything depicted in any Media, or that any Media downloaded will be free from viruses, destructive devices or errors. All other warranties, conditions or other terms, whether implied by statute, common law or otherwise, are excluded to the maximum extent permitted by law.

9.2&nbsp Whilst Smiffy's will take reasonable care in the performance of its obligations under these Terms, Smiffy's shall not be liable for any loss or damage, whether direct, indirect, incidental or consequential, howsoever caused, which may be suffered by a Member or any third party arising from the Member's use of, or inability to use, the MMC or any Media, or otherwise arising out of or in connection with these Terms, even if advised of the possibility of such loss or damage or if such loss or damage were foreseeable.

10.&nbsp&nbsp&nbsp Personal data

Use of all personal information submitted via the MMC or smiffys.com is governed by Smiffy's privacy policy.

11.&nbsp&nbsp&nbsp Governing law and jurisdiction

These Terms shall be governed by and construed in accordance with English law and Members agree to submit to the exclusive jurisdiction of the English courts in relation to any claim or matter arising from these Terms.